STEPAN CO — Director's Dealing 2015

Sep 17, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: STEPAN CO (SCL)
CIK: 0000094049
Period of Report: 2015-09-15

Reporting Person: Servatius Gregory (VP of Human Resources)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-09-15	Common Stock	A	79.945	$40.58	Acquired	23541.16	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2015-09-15	Share Units	$	A	28.896	Acquired		Common Stock (28.896)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	11451.472	Indirect
Common Stock	498941	Indirect

Footnotes

F1: Reflects acquisition of deferred share units under the Performance Award Deferred Compensation Plan ("Plan") pursuant to a dividend equivalent feature of the Plan.

F2: Due to a prior administrative error, the shares reported in Column 5 of Table I on the Reporting Person's last ownership report filed on June 16, 2015, were overstated by 200 shares. The amount reported on this report reflects the correct amount of shares owned for ESOP II acquisitions that have occurred since the Reporting Person's last ownership report covering ESOP II holdings.

F3: Share Units are acquired under the Management Incentive Plan (As Amended and Restated Effective January 1, 2015) ("MIP"), a nonqualified deferred compensation plan which allows MIP participants to elect to defer all or a portion of their deferred compensation into accounts pursuant to MIP provisions.

F4: Share Units convert on a one-for-one basis into Common Stock.

F5: Reflects acquisition of Share Units pursuant to a dividend equivalent feature of the MIP, generally payable at end of employment, unless otherwise elected.

F6: Price reported is the price of Common Stock on the date the dividend equivalents are payable pursuant to a dividend equivalent feature of the MIP.